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INTERGOVERNMENTAL AGREEMENT MARICOPA COUNTY by and through the DEPARTMENT OF PUBLIC HEALTH 4041 N. Central Avenue, #1400, Phoenix, Arizona 85012 1. Agreement No: C-_________ 2. Agreement Type: Service Agreement 3. Agreement Amount: $250,000 4. Purpose: Immunization Services 5. Start Date: 2/8/2021 6. Expiration Date: 12/31/2021 This Intergovernmental Agreement (“Agreement”) is entered into by and between the Arizona Board of Regents on behalf of The University of Arizona for it’s Mel and Enid Zuckerman College of Public Health (“MEZCOPH”) referred to herein as “Contractor”, and Maricopa County, by and through its Department of Public Health (“MCDPH”) (referred to herein after as “County”). Contractor and the County are collectively referred to herein as the “Parties” and individually as a “Party.” Contractor, for and in consideration of the covenants and conditions set forth herein, shall provide and perform the services as set forth below. All rights and obligations of the Parties shall be governed by the terms of this Agreement, its exhibits, attachments, and appendices, including any subcontracts or amendments as set forth herein and in: Section I - General Provisions Section III - Work Statement Section II - Special Provisions Section IV - Compensation This Agreement contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind the Parties. Nothing in this Agreement shall be construed as consent to any lawsuit or waiver of any defense in a lawsuit brought against the County or the Contractor in any State or federal Court. Legal Notice under this Agreement shall be given by personal delivery or by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless otherwise indicated in the notice. Notice to Contractor: Arizona Board of Regents on behalf of The University of Arizona for it’s Mel and Enid Zuckerman College of Public Health Phone: (520) 891-2058 Address: University of Arizona, 888 N. Euclid Avenue, #515, Tucson, AZ 85719 Notice to Department: MCDPH Grants/Contract Unit Phone: (602) 372-0675 Address: 4041 North Central Avenue, Suite #1400, Phoenix, Arizona 85012 IN WITNESS WHEREOF, the parties enter into this Agreement: ARIZONA BOARD OF REGENTS, UNIVERSITY OF MARICOPA COUNTY BOARD OF SUPERVISORS ARIZONA Signature Signature Elisha Johnson, J.D Jack Sellers, Chairman Director, Clinical Trials and Contracting Board of Supervisors Date Date ATTEST: Signature Read and acknowledged by Principal Office of the Clerk of the Board Investigator: Signature:__________________________ Date Pursuant to A.R.S. § 11-952, the undersigned public agency Pursuant to A.R.S. § 11-952, the Attorney for the Board of attorney has determined that this Intergovernmental Agreement Supervisors has determined that this Intergovernmental is in proper form and is within the powers and authority granted Agreement is within the powers and authority granted under the under the laws of the State of Arizona. laws of the State of Arizona. Signature Signature 1 Attorney for Maricopa County Date Date 2 SECTION I GENERAL PROVISIONS 1. EFFECT To the extent the Special Provisions are in conflict with the General Provisions, the Special Provisions shall control. To the extent the Work Statement(s) and the Special or General Provisions are in conflict, the Work Statement(s) shall control. 2. DEFINITIONS As used throughout this Agreement, the following terms shall have the following meanings: A. Agreement means this document and all attachments and amendments hereto. B. Funding Source means any federal, State, or private agency funding source, which may impose conditions on the funding that will be passed on to the Contractor. C. Contractor Staff, Employee or Faculty means a person or persons employed by, contracted with, or retained by the Contractor for the purpose of providing the services and responsibilities contained in this Contract. D. HIPAA means the Health Insurance Portability and Accountability Act of 1996 (PL 104-191) and the United States Department of Health and Human Services (DHHS) final regulations on “Privacy Standards for Individually Identifiable Health Information”, as amended and clarified from time to time. 3. GENERAL REQUIREMENTS A. The terms of this Agreement shall be construed in accordance with Arizona law. Any lawsuit arising out of this Agreement shall be brought in a court of competent jurisdiction in Maricopa County. B. The Contractor shall, without limitation, obtain and maintain all licenses, permits, and authority necessary to do business, render services, and perform work under this Agreement, and shall comply with all laws regarding unemployment insurance, disability, and workers’ compensation. C. The Contractor is an independent contractor in the performance of work and the provision of services under this Agreement and is not to be considered an officer, employee, or agent of the County. 4. AMENDMENTS All Amendments to this Agreement must be in writing and signed by authorized persons for both Parties. All amendments shall clearly state the effective date of the action. 5. ADEQUACY OF RECORDS If the Contractor's books, records and attachments related to this Agreement are not sufficient to support and document that allowable services were provided to eligible clients, the Contractor shall reimburse the County for the services not adequately supported and documented. 3 SECTION I GENERAL PROVISIONS 6. RETENTION OF RECORDS A. This provision applies to all financial and programmatic records, supporting documents, statistical records, and other records of the County and Contractor that relate to this Agreement. B. The County and Contractor shall retain all financial books, records, and other documents related to this Agreement for five (5) years after final payment or until after the resolution of any audit questions, which could be more than five (5) years, whichever is longer. County, federal, or State auditors, and any other persons duly authorized by the County, shall have full access to and the right to examine, copy and make use of any and all such financial books, records and other documents. 7. ASSIGNMENT AND SUBCONTRACTING No rights, liability, obligations, or duties under this Agreement may be assigned, delegated, or subcontracted without the prior written approval of the County and Contractor. 8. AUDIT DISALLOWANCES A. The Contractor shall, upon written demand, reimburse the County for any payments made under this Agreement that are disallowed, by a federal, State or County audit in the amount of the disallowance. B. If the County determines that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance and the required course of action, which shall be at the option of the County either to adjust any future claim submitted by the Contractor by the amount of the disallowance or to require immediate repayment of the disallowed amount by the Contractor. C. The County shall, upon review and agreement of the Parties, remit to the Contractor any payments determined to have been insufficiently paid, in the amount of the payment shortfall, as well as court costs and attorney fees the Contractor incurs to pursue legal action relating to such short payment. 9. AVAILABILITY OF FUNDS A. The provisions of this Agreement relating to the payment for services shall become effective when funds assigned for the purpose of compensating the Contractor, as provided herein, are actually available to the County for disbursement. County shall be the sole authority in determining the availability of funds under this Agreement and the County shall keep the Contractor fully informed as to the availability of funds. The County shall refer no clients to Contractor for periods of time for which funding is not available unless at the discretion of both parties, an alternate source of funds are made available to continue the medical service. B. If any action is taken by any State agency, federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under or in connection with this Agreement, the County may amend, suspend, decrease, or terminate its obligations under or in connection with this Agreement. If this Agreement is terminated, the County shall be liable for payment only for services 4 SECTION I GENERAL PROVISIONS rendered prior to the effective date of the termination so long as Contractor was sufficiently notified of such termination date, along with non-cancelable expenses, provided that such services are performed in accordance with the provisions of this Agreement. The County shall give written notice of the effective date of any suspension, amendment, or termination under this section at least ten (10) days in advance. 10. DEFAULT For material breach of contractual obligations, or upon the happening of any event which would jeopardize the ability of the Contractor to perform its contractual obligations, the County may suspend, modify, or terminate this Agreement immediately upon giving written notice to the Contractor in the event of non-performance of any stated objectives. Unless expressly stated otherwise this in this Agreement, such determination will not be made until such time as the disputes process has been exhausted. 11. TERMINATION A. Either Party may terminate this Agreement at any time by giving the other Party at least thirty (30) calendar days prior written notice. The notice shall be given by personal delivery or by registered or certified mail, postage prepaid, return receipt requested. B. This Agreement may be terminated by mutual written agreement of the Parties specifying the termination date therein. C. Either Party has the right to terminate this Agreement for cause upon fourteen (14) working days written notice for any of the following reasons: (1) Breach of this Agreement which is not corrected within fourteen (14) working days after written notice thereof or registered mail, return receipt requested. (2) Inability to discharge the duties and responsibility under this Agreement for a continual period of thirty (30) days or more. D. This Agreement is subject to cancellation in accordance with the provision of A.R.S. § 38-511. E. If not terminated by one of the above methods, this Agreement will terminate upon the expiration date of this Agreement as stated on the Cover Page of this Agreement. 12. SEVERABILITY Any provision of this Agreement that is determined to be invalid, void, or illegal by a court of competent jurisdiction shall in no way affect, impair, or invalidate any other provision hereof, and the remaining provisions shall remain in full force and effect. 13. STRICT COMPLIANCE Acceptance by the County of performance that is not in strict compliance with the terms of this Agreement shall not be deemed to waive the requirement of strict compliance for 5 SECTION I GENERAL PROVISIONS all future performance. All changes in performance obligations under this Agreement must be in writing and signed by the Parties. 14. NON-LIABILITY A. The County and its officers, representatives, agents, and employees shall not be liable for any act or omission by the Contractor or any subcontractor, employee, officer, agent, or representative of the Contractor or any subcontractor occurring in the performance of this Agreement, nor shall they be liable for purchases or contracts made by the Contractor or any subcontractor in connection with this Agreement. B. The Contractor and its officers, representatives, agents, and employees shall not be liable for any act or omission by the County or any County subcontractor, employee, officer, agent, or representative of the County or any County subcontractor occurring in the performance of this Agreement, nor shall they be liable for purchases or contracts made by the County or any County subcontractor in connection with this Agreement. 15. COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or entity has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the County may immediately terminate this Agreement without liability. 16. SAFEGUARDING CLIENT INFORMATION The use or disclosure by any Party of any information concerning an eligible individual served under this Agreement is directly limited to the performance of this Agreement. County and Contractor shall safeguard confidential and privileged client and patient information i.e., medical, financial and patient specific information, and shall only disclose such information in accordance with all applicable federal, state and local laws, rules, and/or regulations, including HIPAA. The use or disclosure by any party of any information concerning a client or patient served under this Agreement or any other applicable payer contract is directly limited to services under this Agreement subject to applicable federal, state and local laws, rules and/or regulations. Contractor’s obligation to maintain the confidentiality of all medical, financial and patient specific information shall exist after termination or expiration of this Contract. County shall assist Contractor with regard to Contractors’ obligation to comply with HIPAA. 17. RIGHTS IN DATA The Parties shall have unlimited rights to use of annual reports and data resulting from this Agreement without cost or other restriction, except as otherwise provided herein or by law. Each Party shall supply to the other Party, upon reasonable request, any available information known to the supplying Party that is relevant to this Agreement and to the performance hereunder. (1) Allocation of rights. The parties shall have unlimited rights in- (i) Reports and Data produced in the performance of this contract; (ii) Reports and Data delivered under this contract; 6 SECTION I GENERAL PROVISIONS (iii) All other reports and data delivered under this contract unless provided otherwise for limited rights data or restricted computer software. 18. OWNERSHIP OF INFORMATION Subject to applicable state and federal laws, rules and regulations, including, without limitation, those concerning confidentiality of patient records, the Contractor shall have full and complete ownership rights to and the sole and exclusive right to inspect, reproduce, duplicate, adapt, distribute, display, disclose and otherwise use all reports, information, data and material prepared by the Contractor in performance of the Agreement. County may examine and may receive copies of such information necessary for County's performance of this Agreement. 19. NON-DISCRIMINATION Neither Party, in connection with any service or other activity under this Agreement, shall in any way discriminate against any person on the grounds of race, color, religion, sex, national origin, age, disability, affiliation or belief. The Contractor shall include this clause in all of its subcontracts related to this Agreement. 20. EQUAL EMPLOYMENT OPPORTUNITY The Contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, or national origin. The Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex, or national origin. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay- off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor shall, to the extent such provisions apply, comply with Titles VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) (“IRCA”); and Arizona Executive Order 2009-09, which mandates that all persons shall have equal access to employment opportunities. The Contractor shall also comply with all applicable provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.). 21. RIGHT OF PARTIAL CANCELLATION If more than one activity is funded by this Agreement, the County reserves the right to terminate this Agreement or any part thereof based on the Contractor's failure to perform any part of this Agreement without impairing, invalidating or canceling the remaining Work Statement obligations. 22. RIGHT TO EXTEND AGREEMENT Subject to the availability of funds and acceptable Contractor performance, the Contractor hereby acknowledges and agrees that the County shall have the right to extend this Agreement for additional one-year periods, not to exceed a total extended term of five (5) years, except that the cost will be subject to renegotiation. Any extension of this Agreement shall be in writing mutually acceptable to County and Contractor and signed by both Parties. 7 SECTION I GENERAL PROVISIONS 23. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION A. Contractor, certifies, to the best of its knowledge and belief, that any individual directly providing services under this Agreement on behalf of Contractor, defined as the primary participant in accordance with 45 C.F.R. Part 76, and its principals: 1) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2) are not presently indicted or otherwise criminally charged by a government entity (federal, State or local) with the commission of any of the offenses enumerated in paragraph (2) of this certification; and 3) have not within the 3-year period preceding this Agreement had one or more public transactions (federal, State or local) terminated for cause or default. B. If the Contractor is not able to provide this certification, an explanation as to why shall be attached to this Agreement. C. The Contractor shall include, without modification, this Paragraph in all lower tier covered transactions (i.e., transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Agreement. 24. E-VERIFICATION OF EMPLOYEES The Contractor warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges: A. That the Contractor and its subcontractors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214; B. That a breach of the warranty under subsection A above shall be deemed a material breach of this Agreement that entitles the County to, among other things, immediately terminate this Agreement without liability; C. That the County and any contracting government entity retains the legal right to inspect the papers of any contractor or subcontractor employee who works on this Agreement to ensure that the contractor or subcontractor is complying with the warranty provided under subsection A above and that the contractor agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection; D. That nothing herein shall make any contractor or subcontractor an agent or employee of the County or contracting government entity. 25. DISPOSITION OF PROPERTY All property acquired with funds provided for in this Agreement shall become the property of the funding source. 8 SECTION II SPECIAL PROVISIONS 26. EFFECT To the extent that the Special Provisions are in conflict with the General Provisions, the Special Provisions shall control. To the extent that the Work Statement(s) are in conflict with the Special or General Provisions, the Work Statement(s) shall control. 27. DISPUTES Except as otherwise provided by law, or otherwise specifically agreed to by the Parties, any dispute not involving a question of law arising out of this Agreement that is not resolved between the Parties within a reasonable time, which shall not exceed 120 days, shall be resolved as follows: A. Disputes must be filed with the person administering this Agreement for the County, if one has been appointed, or, if not, with the Procurement Officer, within ten (10) business days from the date the Contractor knew or should have known the basis of the dispute. B. The person administering this Agreement or the Procurement Officer, as applicable, shall respond in writing to the dispute within fifteen (15) business days. C. Contractor may abide by the decision or may appeal the decision to the County Director within ten (10) business days. D. Any changes made to the terms, conditions or amounts cited in this Agreement require the written approval of each Party’s authorized representative. 28. AUDIT REQUIREMENT A. If the Contractor expends $750,000 or more in a year in federal awards, the Contractor shall have a single audit conducted for that year according to the Office Management and Budget, Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200. The audit report shall be submitted to the County for review within nine (9) months following the close of the fiscal year. The Contractor shall take any necessary corrective action to remedy any material weaknesses and/or reportable conditions identified in the audit report within six (6) months after the release date of the report. The County may consider sanctions as described in § .225 of OMB Circular A-133 for contractors not in compliance with the audit requirements. All books and records shall be maintained in accordance with Generally Accepted Accounting Principles (GAAP). B. The Contractor shall schedule an annual financial audit to be submitted to the County for review within twelve (12) months following the close of the program’s fiscal year. Contractor understands that its failure to meet this requirement may result in the loss of current funding and disqualification from consideration for future County-administered funding. C. Comply with the requirement of the Federal Office of Management and Budget (“OMB”) Circular A-133. The Contractor is responsible for having an audit 9 SECTION II SPECIAL PROVISIONS performed in accordance with, and when required, by OMB Circular A-133, and for sending a copy of the report issued as a result of the audit to the County within thirty (30) days of issuance. The County reserves the right to engage an auditor, at the Contractor’s expense, to perform an OMB Circular A-133 audit of the Contractor in the event that the Contractor fails to engage an auditor or the County rejects or disapproves of the auditor engaged by the Contractor. 29. INSURANCE A. Contractor participates in the State of Arizona self-insurance programs, administered by the Arizona Department of Administration, Risk Management Division. This program maintains general and professional liability coverage of sufficient amounts to cover claims arising from the acts and omissions of Contractor’s employees, including the Investigator, while participating in this Study. B. Contractor shall promptly inform County of any cancellation of its insurance or any decrease in its lines of coverage at least thirty (30) days before such action takes place. C. In the event the Contractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a Certificate of Self- Insurance. If the Contractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply. D. Maricopa County is self-insured and has made a formal decision to retain risk rather than insure it through traditional purchase of insurance. Any claims for which Maricopa County is found legally liable are paid under the Declaration of Trust for Maricopa County, Arizona Self-Insured Risk Trust Fund adopted January 14, 2015. Maricopa County does purchase traditional insurance in excess of our self- insured/retained limit of $5,000,000 per occurrence for general liability. 30. SPECIAL REQUIREMENTS If the use of subcontractors is approved by the County, the Contractor agrees to use written subcontracts or consultant agreements that conform to federal and State laws and regulations and the requirements of this Agreement appropriate to the service or activity covered by the subcontract. These provisions apply with equal force to the subcontract as if the subcontractor were the Contractor. The Contractor is responsible for performance under this Agreement whether or not any subcontractors are used. The Contractor shall submit a copy of each subcontract to the County upon written request. 31. REPORTING REQUIREMENTS If requested by the County, the Contractor shall submit annual progress reports on or before the third (3rd) day of the month following the end of the reporting period. Notwithstanding the foregoing, Contractor shall have at least thirty (30) business days to provide any such progress report. 32. STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Pursuant to A.R.S. § 38-511, either Party may cancel this Agreement without penalty or further obligation, within three years after execution of this Agreement, if any person 10 SECTION II SPECIAL PROVISIONS significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the Parties is, at any time while this Agreement or any extension of this Agreement is in effect, an employee or agent of any other Party to this Agreement in any capacity or is a consultant to any other Party to this Agreement with respect to the subject matter of this Agreement. 33. POLICY ON CONFIDENTIALITY The Contractor and the County understand and agree that this Agreement is subject to all State and federal laws protecting client confidentiality of medical, behavioral health and drug treatment information. 34. LAWS, RULES AND REGULATIONS The Contractor and the County understand and agree that this Agreement is subject to all State and federal laws, rules, and regulations that pertain hereto. 35. SPONSORSHIP ACKNOWLEDGMENT All promotional materials, brochures, and flyers prepared by Contractor relating to this Agreement shall include the following statement, “Sponsored by Maricopa County Department of Public Health.” 11 SECTION III WORK STATEMENT 36. BACKGROUND: There are many hard to reach populations within Maricopa County, including non-English speakers, older and immunocompromised adults, those without transportation and individuals experiencing homelessness, among others. Making COVID-19 vaccines accessible to these populations will increase immunity across the county and ultimately impact the spread of the virus. Contractor has a history of providing immunizations at community locations. They have previously immunized Maricopa County residents in partnership with County. 37. PURPOSE: County is seeking to partner with Contractor to provide COVID-19 vaccinations to hard- to-reach populations in Maricopa County. The intent of this Agreement is to increase access to COVID-19 vaccine thereby decreasing the overall spread of the virus. Hard-to- reach populations include those without adequate transportation, those without access to the internet, experiencing homelessness, immigrant and refugee groups and others, as the need or demand arises. Vaccine distribution will follow County’s prioritization schedule as outlined on the Maricopa County COVID-19 Vaccine webpage. 38. RESPONSIBILITIES OF THE CONTRACTOR Contractor shall: A. Have and maintain throughout the period of performance, sufficient qualified staff and other qualified individuals (collectively “Contractor Staff”)_ to perform all functions related to administering immunizations, including but not limited to, patient registration, screening, vaccination, observation, and follow-up. B. Ensure at least one bilingual staff person is available at each site listed in Exhibit A. C. Verify and ensure all Contractor Staff providing immunizations under this Agreement are licensed and/or certified to administer immunizations or are under the supervision of a licensed or certified health professional. In addition, all Contractor Staff must be trained in the following: 1. Hands-on injection techniques. 2. Clinical evaluation of indications and contraindications of vaccines based on the Advisory Committee of Immunization Practices (“ACIP”). 3. The recognition and treatment of emergency reactions to immunizations. 4. Administration of emergency reaction medications including, but not limited to Benadryl and epinephrine. 5. Basic Life Support including possession of a current certification. 6. Proper use of personal protective equipment (“PPE”), especially as it relates to proper protection from COVID-19. 12 SECTION III WORK STATEMENT 7. Develop and train personnel on coordinated process to transport persons having a severe allergic or other medical reaction to the vaccination. D. Recruit and coordinate any volunteer needs for these events and ensure proper training is provided and accountability of confidentiality. E. Participate in mobile vaccination activities for County as reasonably requested. F. Perform services at community-based clinic locations as directed by County ensuring the COVID-19 vaccine is administered to clients based on the current ACIP recommendations. G. Work with representatives of the chosen locations in Exhibit A to discuss cost, insurance, set-up and tear down requirements, and any other information that may be required for each location. 1. Enforce current social distancing and mask guidelines as set forth by Centers for Disease Control (“CDC”) and Maricopa County Department of Public Health. 2. Provide all clients with a safe, temperature-controlled environment in which to wait for services. 3. All locations shall be American Disabilities Act (“ADA”) compliant and clients with Disabilities or Access and Functional Needs (“DAFN”) shall be able to access the clinic without the need for accommodation. H. Engage in routine communication with County to ensure sufficient supply is available to meet the existing demand. I. Transport vaccines in a manner consistent with manufacturer’s recommendations to community clinics in a qualified container designed for vaccine transport ensuring the vaccines always remain within the temperature range recommended by the CDC and its manufacturer. J. Always ensure proper storage of vaccine based on manufacturer’s requirements. If at any time, or for any reason, Contractor believes that a malfunction might have occurred and the vaccine’s temperature has failed to remain in compliance with the proper storage requirements, Contractor shall immediately notify County. 1. Temperatures must be monitored on-site using a continuous temperature recording device as recommended by the CDC. County recommends the use of a digital data logger. K. Provide all supplies needed to administer the vaccine in accordance with ACIP and MCDPH recommendations. Ensure staff utilize appropriate PPE while conducting work under the terms of this contract. All PPE shall be used as indicated and in accordance with current County and/or CDC guidelines or best practices. 1. Confirm that all supplies and materials used conform to governmental industry standards and either meet or exceed the minimum performance requirements in use at their time of service. 13 SECTION III WORK STATEMENT 2. Supplies that have yet to receive approval but have been granted an Emergency Use Authorization (“EUA”) must maintain a copy of the EUA on file. Current EUAs in use may be found at https://www.fda.gov/medical- devices/emergency-situations-medical-devices/emergency-use- authorizations#covid19ivd 3. County may have a limited supply of vaccines to provide to Contractor, however it should not be assumed these items will be available. 4. Supplies, such as iPads, not including vaccine supplies (vaccines and ancillary kits), provided to Contractor may be charged against the final invoice. Not to exceed the price actually paid for such product, without markup. 5. Contractor shall develop and implement an appropriate disposal process for any biohazard infection control sharp objects with points or edges (needles, syringe, or lancets) that can puncture or cut skin. Sharps is a medical term used in health care that defines a medical item which has sharp points or cutting edges capable of causing injury when handled. L. Perform all requested vaccinations on the population(s) identified by County in accordance with Advisory Committee on Immunization Practices (ACIP) guidelines and recommendations. As such, Contractor shall: 1. Screen all patients for medical contraindications and allergies for the vaccines(s) being offered at the clinic. 2. Follow manufacturers’ instructions for correct age, injection dose, site, and route. 3. Provide the COVID-19 vaccine based upon age recommendations listed in the vaccine’s FDA Emergency Use Authorization. 4. Document each immunization with name of person being vaccinated; date of birth; vaccination date; vaccination type; lot number; manufacturer; patient receipt of most up to date Vaccine Information Statement (“VIS”), including edition date and date VIS was provided; injection site; vaccination route; dosage; and name, title, and office/company address of person who administered the vaccine. 5. Provide patient immunization information to County in an agreed upon format to facilitate County billing of eligible insurance for the federal administration rate. 6. Provide patients with documentation of immunization for their personal records and to share with their medical providers. 7. Report any adverse events to the Vaccine Adverse Event Reporting System (“VAERS”): https://vaers.hhs.gov/index 8. Provide the necessary immunizations to eligible individuals requesting a vaccine regardless of their ability to pay or the applicability of any 14 SECTION III WORK STATEMENT insurance. All immunizations provided shall be documented and provided to County monthly for potential compensation. M. Report COVID-19 vaccines administered to the Arizona Immunization Information System (“ASIIS”) within 24 hours of administration. 1. If Contractor does not have ASIIS access, all vaccination documentation must be provided to County via email at the end of each day. N. Provide a daily update to County with the number of vaccinations administered daily at close of business via email. O. Engage in weekly communication with County to discuss vaccination distribution status. P. Compensation shall be made to Contractor on a per unit cost basis. Refer to Section IV, 1. Compensation for more details. Q. Ensure that specific guidelines for COVID-19 Vaccinations are followed. The following are specific to COVID-19 vaccinations: 1. All COVID vaccines will be allocated by the County and Contractor shall not seek to self-procure vaccine. 2. Contractor shall provide the COVID-19 vaccine to eligible adult Maricopa County residents aged 18 years and above. 3. Contractor shall only provide vaccine to targeted population identified by the County. Any unused/unexpired vaccine will be immediately reported to the County by email or fax. 4. Per CDC requirements, Contractor shall report COVID-19 vaccines administered to the Arizona Immunization Information System within 24 (twenty-four) hours of administration. 5. All vaccination documentation must be provided to County in via email at the end of each day. 6. All vaccine supplies (vaccines and ancillary kits) for the COVID-19 vaccine shall be provided to Contractor by the County. This does not include Personal Protective Equipment (PPE). 7. Any equipment loan requests from Contractor for supplies, such as iPad’s requires the County’s prior written approval. MCDPH shall: R. Ensure COVID-19 vaccine allocation to Contractor based on County’s allocation plan and vaccine availability, which the Parties shall mutually agree upon. 15 SECTION III WORK STATEMENT S. Deliver COVID-19 vaccine supply weekly to Contractor based on County’s allocation plan and vaccine availability. T. Provide assistance to Contractor via phone or email regarding technical issues with the Vaccine Management System or completing required reports for County. U. Bill on behalf of Contractor through the Arizona Partnership for Immunizations (“TAPI”). V. Hold Harmless Contractor for any claims or actions arising due to any student involvement under this Agreement so long as such student involvement is in line with this Agreement and all protocols applied to any other individual conducting similar actions as such student. Notwithstanding the foregoing, such hold harmless obligation shall not apply to negligent actions or willful misconduct of a student. 16 SECTION COMPENSATION 39. COMPENSATION A. Compensation shall be made on a per unit cost basis. Contractor will be reimbursed for administering COVID-19 vaccine to eligible patients using the following schedule: First dose: $25 per vaccine. Second dose: $25 per vaccine (2-dose vaccine only). Contractor shall be provided vaccine by County and will not be reimbursed for vaccine cost. B. Contractor shall submit a detailed monthly invoice along with ASIIS report to County on or before the 25th following the month in which services were performed. C. County shall, within thirty (30) business days from the date of receipt of Contractor’s invoice, process and remit to Contractor a written order for payment. Should County make disallowance in the claim, the claim shall be processed to the reduced amount. Contractor shall be notified at the address below in writing of the amount and reasons for any disallowances and shall be afforded the opportunity to document the appropriateness of the disallowed costs and to resubmit an invoice for payment. D. Each Party assumes sole and exclusive responsibility for payment of any federal and state income taxes, federal social security taxes, workers’ compensation, and unemployment insurance benefits for its physicians, staff, agents, and employees, as well as any and all other mandatory governmental deductions or obligations. E. The total Agreement amount is not-to-exceed $250,000 through the end of the term of this Agreement. The total Agreement amount for any amendment or subsequent years of the term will be negotiated based on County’s need and the availability of funds. 40. METHOD OF PAYMENT A. Contractor shall submit one (1) legible copy of a detailed invoice before payment(s) can be made. At a minimum, the invoice must provide the following information: • Company name, address and contact • County bill-to name and contact information • Contract Serial Number • County purchase order number • Invoice number and date • Payment terms • Date of service or delivery • Quantity • Contract Item number(s) • Description of Purchase (services) • Pricing per unit of service • Extended price 17 SECTION COMPENSATION • Total Amount Due B. Problems regarding billing or invoicing shall be directed to the using agency as listed on the Invoice. C. Contractor must maintain and have available upon request supporting documents for each monthly reimbursement request, including invoices of costs incurred and expenditure reports. D. Contractor understands and agrees that County will not honor any claim for payment submitted more than six (6) months after the termination of this Agreement. E. Payments made by County to Contractor are conditioned upon the timely receipt of applicable, accurate, and complete invoices submitted by Contractor. Contractor forfeits the right to reimbursement for costs incurred in any month for which it fails to meet the deadline for submitting the monthly reports, except if such failure is beyond the reasonable control of Contractor. F. Contractor shall submit monthly invoices to: Maricopa County Department of Public Health Marcy Arizmendi 4041 N Central Ave, Suite 700 Phoenix, AZ 85006 E-mail: covid19billing@maricopa.gov 41. NOTICE Any notice given under this Agreement shall be sent to the attention of the following: County Contractor Maricopa County Department of University of Arizona Mel and Enid Public Health Zuckerman College of Public Health 888 N. Euclid Avenue, #510 Attn: Mackenzie Tewell Tucson, AZ 85719 Phoenix, AZ 85012 With a copy to Principal Investigator: (602) 827-2205 Univ of Arizona Phoenix Plaza, Rm. 119 Phoenix, AZ 85006 Public Health crosales@email.arizona.edu Grants and Contracts Unit Attn: Grants Administrator 4041 N Central Ave, Suite 1400 Phoenix, AZ 85012 18 SECTION COMPENSATION Section and clause headings are used herein solely for convenience of reference and are not intended as substantive parts of the Parties’ agreement. This Agreement incorporates the Exhibits referenced herein. This written Agreement constitutes the entire agreement between the Parties concerning the subject matter, and supersedes all other or prior agreements or understandings, whether written or oral, with respect to that subject matter. Any changes made to the terms, conditions or amounts cited in this Agreement require the written approval of each Party’s authorized representative. No provision of this Agreement is intended or shall create any rights with respect to the subject matter of this Agreement in any third party. Additionally, this Agreement contains the entire agreement of the parties with respect to the services described in the Agreement. Force Majeure. If either Party hereto shall be delayed or hindered in, or prevented from, the performance of any act required hereunder for any reason beyond such Party’s direct control, including but not limited to, strike, lockouts, labor troubles, governmental or judicial actions or orders, riots, insurrections, war, acts of God, inclement weather, epidemics, pandemics, or other reason beyond the Party’s control (a “Disability”) then such Party’s performance shall be excused for the period of the Disability. The Party affected by the Disability shall notify the other Party of such Disability as provided for herein. Severability. If a judicial determination is made that any of the provisions contained in this Agreement are unenforceable, such provision or provisions shall be rendered void or invalid only to the extent that such determination finds such provision or provisions to be unenforceable and the remainder of the Agreement shall remain operative and in full force and effect. FERPA. County recognizes Contractor is bound by U.S. Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA) regarding student educational records and except as provided herein, County shall not release any student educational records without the prior written consent of the student. State Obligation. The Parties recognize that the performance by the Arizona Board of Regents for and on behalf of The University of Arizona may be dependent upon the appropriation of funds by the Legislature of the State of Arizona. Should this Legislature fail to appropriate the necessary funds or if the Institution’s appropriation is reduced during the fiscal year, the Board of Regents may reduce the scope of the Agreement or cancel the Agreement without further duty or obligation. The Board agrees to notify County as soon as reasonably possible after the unavailability of said funds comes to the Board’s attention. End of Agreement. 19 SECTION EXHIBIT A Exhibit A. Vaccine event locations to be provided by University of Arizona College of Public Health as of March 3, 2021.* *This list may expand to include other events as requested in support of MCDPH's vaccine initiative for Hard to Reach Populations" throughout Maricopa County. Aguila Community 51300 W. US Hwy 60 Aguila 85320 Avondale Haciendas 910 S Dysart Road Avondale 85323 Casa Bill Soltero 6001 W Missouri Ave Glendale 85301 Casa de Primavera 1617 N 45th Ave Phoenix 85035 Gene Rice Rosalinda 10245 N 87th Ave Peoria 85345 Guadalupe Huerta 7235 S 7th St Phoenix 85042 Itom A'e 5424 E Calle Cerritos Guadalupe 85283 Paseo Abeytia 1320 E Riseser Rd Phoenix 85040 Promise AZ & Puento (UofA) 714 E Van Buren St Phoenix 85006 Dignified Independent Living 5911 N 138th Ave Litchfield Park 85303 Dignified Independent Living 8540 West Sonora St Tolleson 85353 Aeroterra Senior Housing 675 N 16th St Phoenix 85006 Avondale Senior Housing 10830 W Apache St Avondale 85323 Casa de Merced 62 North 92nd Dr Tolleson 85353 El Mirage Senior Village 12424 W Thunderbid Rd El Mirage 85335 Fillmore Gardens 802 N 22nd Pl Phoenix 85006 Guadalupe Senior Village 9403 S Avenida del Yaqui Guadalupe 85283 Lemon Grove Place 7220 N 27th Ave Phoenix 85051 Maryvale Parkway Terrace 4545 N Maryvale Pkwy Phoenix 85031 Matthew Henson Senior 1045 S 8th Ave Phoenix 85007 McCarty On Monroe Senior 1130 E Monroe St Phoenix 85034 Living 20 SECTION EXHIBIT A Mesa Senior Meadows 333 E 6th St Mesa 85201 Pine Towers 2936 N 36th St Phoenix 85018 Vista Alegre Senior Homes 6515 West Maryland Ave Glendale 85301 Washington Manor 1123 E Monroe St Phoenix 85034 Tanner Terrace Apartments 7138 N. 45th Ave, Glendale Glendale 85301 AZ 85301 Page Commons 170 N Oak St Gilbert 85233 21